Individuals differ in their abilities to learn and remember. Appropriate mastery of optimal memory strategies and flexibility to adopt compensatory strategies may be central to successful development and graceful aging. The objective of this proposal is to explore the neural basis underlying individual differences in encoding. Behavioral and neuroimaging methods tailored to optimize measurement within individuals will serve as the basis for these explorations including the use of high-field MRI (3T multi-channel). A novel approach will be to examine both the individual differences that arise from differences in encoding strategy (states) and those that arise from differences in abilities (traits). Current goals are to examine individual differences in memory performance that stem from state differences-including (1) the integration of multiple codes to form elaborative memories, (2) reliance on semantic versus perceptual processing, and (3) the maintenance of deep encoding even when attention is distracted-and to explore differences that arise from trait differences. These studies will provide a foundation to understand how people differ in their learning abilities and a basis for future exploration of how successful strategies develop in children and how strategies degrade and/or are modified in a compensatory manner in advanced aging. SUMMARY: The goal of this proposal is to examine why some people learn better than others and how that arises from differences in brain function. In addition, we aim to examine individual differences in learning due to differences in strategy and those due to differences in general abilities. Understanding individual differences in learning will have important practical applications in education and also in cognitive training programs that address decline in advanced aging.